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In a movie filled with computer-generated action, Robert Downey Jr. remains its most special effect. He rips through the exposition with his rapid-fire cadence, always keeping Tony Stark charming instead of smarmy. The banter between Downey and Gwyneth Paltrow as Pepper Potts crackles with energy and ardor like an old screwball comedy.

Downey makes "Iron Man" feel light even when it weighs in on some serious thematic issues, from the need to put a face on our enemies to exploiting the desire of soldiers wounded in combat to be made whole again (that's intentionally vague to avoid exposing too many of the twists in the screenplay by Drew Pearce and director Shane Black).

Fact Box

STORYLINE: Iron Man faces off against the Mandarin, an international terrorist targeting the president, and a scientist from his past.

DIRECTOR: Shane Black

RATING: PG-13 for sequences of intense sci-fi action and violence throughout and brief suggestive content.

GRADE: B

In the third film, Stark is facing off against two foes.

Ben Kingsley plays the Mandarin, an international terrorist who looks a bit a like a statue outside of a Mark Pi's restaurant that's come to life. He's found a way to weaponize humans, and after explosions around the world, he's targeting the president of the United States (William Sadler). And Kingsley gives Downey a run for his money in the way he commands attention whenever he's on screen. His character is one of the main reasons this "Iron Man" avoids the second sequel jinx that afflicts most film series.

Then there's Alrich Killian (Guy Pearce), a scientist Stark blew off back in 1999 (shown in an opening prologue). Alrich re-emerges with an extreme makeover, an eye for Pepper Potts and shadowy plans of his own.

Actually, Stark has a third foe here - himself. "Iron Man 3" doesn't feature any of the character crossovers that other Marvel movies have (at least until its post-credits coda), but Stark is dealing with post traumatic stress disorder from the otherworldly villains he faced off against in "The Avengers."

It makes sense dramatically. Until this point, Stark has battled earthbound creatures. Facing off against gods and aliens can alter a man's perspective. However, watching Stark cower at the mention of "New York" is one of the plot devices that never quite works here.

Jon Favreau still is playing bodyguard / security chief Happy Hogan, but he turns the directing reins over to Black, who has written his share of big movies ("Lethal Weapon," "The Last Boy Scout") but never has directed anything on this scale before.

He acquits himself well. There are several spectacular action sequences, from an attack on Stark's mansion to a mid-air rescue of 11 people that turns into a death-defying game of a barrel of monkeys. The computer-generated imagery - including the multiple Iron Man suits at Stark's disposal as well as the redesigned War Machine / Iron Patriot (played by Don Cheadle) - is well-integrated into the action, and (even though I'm not a fan) the 3D looks good.

But Black, who worked with Downey on his directing debut "Kiss Kiss Bang Bang," never lets the technology overwhelm the series' greatest asset.